Exhibit 4.28


 




	
  

  	
   

  	
  LIMITED LIABILITY PARTNERSHIP

  






 


EXECUTION COPY


 


 


DATED 4
AUGUST 2003


 


 


AMARIN
CORPORATION PLC


 


IN
FAVOUR OF


 


ELAN
CORPORATION, PLC.

AS TRUSTEE


 












DEBENTURE












 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions And
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Payment Of Secured
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Fixed Charges, Assignments And Floating
  Charge

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Crystallisation
  Of Floating Charge

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Perfection Of Security

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Further Assurance

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Negative
  Pledge And Disposals

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Shares And
  Investments

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Monetary Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Insurances

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  General
  Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Enforcement
  Of Security

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Extension And
  Variation Of The Law Of Property Act 1925

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Appointment
  Of Receiver Or Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Powers Of
  Receiver

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Application Of Moneys

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Protection
  Of Purchasers

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Power Of
  Attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Effectiveness Of Security

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Release Of Security

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Set-Off

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  Expenses, Stamp Taxes And
  Indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  Payments Free
  Of Deduction

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  Discretion
  And Delegation

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  Governing
  Law And Jurisdiction

  	
   

  
					



 


	
  Schedule 1

  	
  SECURED
  PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2

  	
  FORMS
  OF NOTICE OF ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 3

  	
  ENCUMBRANCES
  OUTSTANDING

  	
   

  



 

















 


THIS DEBENTURE is made on 4th
August 2003


 


BY


 


(1)                          AMARIN CORPORATION PLC, a
company incorporated in England and Wales (registered no. 002353920), whose
registered office is 7 Curzon Street, London, WIJ 5HG England (“the Company”); and


 


(2)                            ELAN CORPORATION, PLC., a
public limited company incorporated in Ireland (registered no. 30356), whose
registered office is at Lincoln House, Lincoln Place, Dublin 2, Ireland (“Elan”) as trustee for the Secured Parties.


 


WHEREAS


 


(A)                      Elan and the Company are inter alia parties to a Master Agreement
dated 27 January 2003 and the Company wished to further restructure its
relationship with Elan and the companies set out in schedule 1 (the “Elan Group”) pursuant to an Amended and
Restated Master Agreement (as defined below); and


 


(B)                        In consideration for the Elan Group granting an extension of time to
make payment of and discounting certain of the Company’s obligations and
contingent obligations in accordance with the terms of the Amended and Restated
Master Agreement and the documents referred to therein, the Company has agreed
to grant security to the Elan as trustee for the Elan Group on the terms set
out in this Debenture.


 


IT IS AGREED as follows:


 


1.                                 DEFINITIONS AND INTERPRETATION


 


“Account” means any credit balance from time
to time on any account opened or maintained by the Company with any financial
institution and all Related Rights.


 


“Amended and Restated Master Agreement”
means the agreement between the Company and the Secured Parties dated the date
hereof amending a Master Agreement dated 27 January 2003.


 


“Charged Property” means all the assets of
the Company which from time to time are the subject of the security created or
expressed to be created in favour of Elan by or pursuant to this Debenture.


 


“Collateral Rights” means all rights, powers
and remedies of Elan provided by or pursuant to this Debenture or by law.


 


“Encumbrance” means (a) a mortgage, charge,
pledge, lien or other encumbrance securing any obligation of any person, (b)
any arrangement under which money or claims to or the benefit of, a bank or
other account may be applied set off or made subject to a combination of
accounts so as to effect discharge of any sum owed or payable to any person or
(c) any other type of preferential arrangement (including any title transfer
and retention arrangement) having similar effect.


 


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“Enforcement Event” means any of the
following events:


 


(a)                                     a
failure by the Company to pay any of the Outstanding Amounts, as defined in the
Amended and Restated Master Agreement, on the due date for payment;


 


(b)                                    breach
by the Company of any provision of this Debenture or of any other contract or
agreement giving rise to the Secured Obligations which is not cured within 30
days of written notice to do so being given by Elan or the Secured Party in
question;


 


(c)                                     failure
by the Company to create the Proceeds Account with a UK or US clearing bank,
and provide details thereof to Elan, within 30 days of the date of this
Debenture;


 


(d)                                    the
presentation of a petition or application for the making of an administration
order in relation to the Company;


 


(e)                                     any
person who is entitled to do so giving written notice of its intention to
appoint an administrator of the Company or filing such a notice with the court;


 


(f)                                       any request by the Company for the appointment of a receiver or an
administrative receiver under any Security over any of its assets;


 


(g)                                    the
Company takes any corporate action or other steps are taken or legal
proceedings are started for its winding up (which are not dismissed or struck
out within seven days of presentation), or for its dissolution, administration
or re-organisation (other than in connection with a bona fide solvent
restructuring) or for the appointment of a liquidator, trustee or similar
officer of it or of all or a substantial part of its revenues and assets;


 


(h)                                    any
execution or distress is levied against, or an encumbrancer takes possession
of, the whole or any substantial part of, the property, undertakings or assets
of the Company or any event occurs which under the laws of any jurisdiction has
a similar or analogous effect other than any Security created by or pursuant to
this Debenture; or


 


(i)                                        the occurrence of any event or the receipt by Elan of any
information or the coming to the attention of Elan of any other matter or thing
whatsoever which causes Elan to believe that all or any part of the Charged
Property is in danger of seizure, distress or other legal process or that all
or any part of the security created by or pursuant to this Debenture is
otherwise for any reason whatsoever in jeopardy.


 


“Further Equity Financing” means any and all
equity financing by any member of the Group after the date of this Debenture
including by the issue of share of any class, warrants debt convertible into
equity or the right to receive or subscribe for shares of any class in any
member of the Group.


 


“Group” means the Company and its
subsidiaries for the time being.


 


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“Insurance Policy” means any policy of
insurance in which the Company may from time to time have an interest.  For the avoidance of doubt, this expression
does not include directors’ and officers’ insurance to the extent that it
indemnifies such persons as opposed to the Company.


 


“Intellectual Property” means any patents,
trade marks, service marks, designs, business names, copyrights, design rights,
moral rights, inventions, confidential information, know-how and other intellectual
property rights and interests, whether registered or unregistered, the benefit
of all applications and rights to use such assets and all Related Rights.


 


“Investments” means


 


(a)                                     any
stocks, shares, debentures, securities and certificates of deposit (but not
including the Shares),


 


(b)                                    all
interests in collective investment schemes, and


 


(c)                                     all
warrants, options and other rights to subscribe or acquire any of the
investments described in (a) and (b)


 


in each case
whether held directly by or to the order of the Company or by any trustee,
nominee, fiduciary or clearance system on its behalf and all Related Rights
(including all rights against any such trustee, nominee, fiduciary or clearance
system).


 


“Lilly Agreement”
means the Consent to Assignment, Continuance of Limited License, Unconditional
Continuing Limited Guaranty, and Confirmation of Continuing Obligations
Agreement by and between Eli Lilly and Company and Elan Pharmaceuticals, Inc
dated 29 March 2002.


 


“Monetary Claims” means any book and
other debts and monetary claims owing to the Company and any proceeds of such
debts and claims (including any claims or sums of money deriving from or in
relation to any Intellectual Property, any royalties due to the Company under
and contract, any Investment, the proceeds of any Insurance Policy, any court
order or judgment, any contract or agreement to which the Company is a party
and any other assets, property, rights or undertaking of the Company).


 


“Notice of Assignment” means a notice
of assignment in substantially the form set out in Schedule 2 or in such
form as may be specified by Elan.


 


“Permitted Encumbrance” means:


 


(a)                                     any
netting or set-off arrangement entered into by any member of the Group in the
normal course of its banking arrangements for the purpose of netting debit and
credit balances;


 


(b)                                    any
title transfer or retention of title arrangements entered into by any member of
the Group in the normal course of its trading activities on the counterparty’s
standard or usual terms;


 


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(c)                                     any
lien arising by operation of law and in the normal course of business, if such
lien is discharged within 10 days of arising


 


(d)                                    any
Encumbrance created after the date of this Debenture with the prior written
consent of Elan; and


 


(e)                                     the
Encumbrances of the Group as at the date of this Debenture listed in
Schedule 3; which Schedule shall be added to this Debenture within 14
days of the date of this Debenture and shall be subject to the prior written
approval of Elan, not to be unreasonably withheld.


 


“Primary Care Portfolio” means
all assets of whatever nature held by any member of the Group relating to the
following products/product lines: Motofen, Capital & Codeine, Nohalist and
the Bontril and Phrenilin families of products.


 


“Proceeds” means the Net
Proceeds of the Legacy Sale, the Swedish Sale (as each of those expressions is
defined in the Amended and Restated Master Agreement) or the Further Equity
Financing.


 


“Proceeds Account” means
any credit balance from time to time the account to be opened by the Company
within 30 (thirty) days after the date of this Debenture for the purpose of
receiving Proceeds, and all Related Rights.


 


“Receiver” means a receiver or
receiver and manager or administrative receiver of the whole or any part of the
Charged Property.


 


“Related Rights” means, in relation to
any asset,


 


(a)                                     the
proceeds of sale of any part of that asset;


 


(b)                                    all
rights under any licence, agreement for sale or agreement for lease in respect
of that asset;


 


(c)                                     all
rights, benefits, claims, contracts, warranties, remedies, security,
indemnities or covenants for title in respect of that asset; and


 


(d)                                    any
moneys and proceeds paid or payable in respect of that asset.


 


“Secured Obligations” means all obligations
covenanted to be discharged by the Company in Clause 2.1 (Covenant to Pay).


 


“Secured Parties” means the parties
set out in Schedule 1 and any lawful assignees of the Secured Obligations
and successors in title to the Secured Obligations from those parties set out
in Schedule 1.


 


“Shares” means all of the
shares in the capital of Amarin Development AB (Sweden), Amarin
Pharmaceuticals, Inc. (United States), Gacell Holdings AB Sweden, and Amarin
Pharmaceuticals Company Limited (England) held by, to the order or on behalf of
the Company at any time.


 


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“Swedish Drug Delivery Business” means
the assets of Amarin Development AB, Malmö, Sweden as of the date of this
Debenture.


 


“Tangible Moveable Property” means any
plant, machinery, office equipment, computers, vehicles and other chattels
(excluding any for the time being forming part of the Company’s stock in trade
or work in progress) and all Related Rights.


 


1.1                           Interpretation


In this
Debenture:


 


1.1.1                           any
reference to Elan or the “Company”
shall be construed so as to include its and any subsequent successors and any
permitted transferees in accordance with their respective interests;


 


1.1.2                           references
in this Debenture to any Clause or Schedule shall be to a clause or
schedule contained in this Debenture; and


 


1.1.3                           the
expressions “include”, “includes”, “including”, “in particular” and similar
expressions shall be construed without limitation.


 


1.2                           Third
Party Rights


A person who
is not a party to this Debenture has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Debenture.


 


2.                                 PAYMENT OF SECURED OBLIGATIONS


 


2.1                           Covenant
to Pay


The Company
hereby covenants with Elan as trustee for the Secured Parties that it shall on
demand of Elan when the same shall become due and payable discharge all
obligations which any member of the Group may at any time have to Elan (whether
for its own account or as trustee for the Secured Parties) or any of the other
Secured Parties and the Company shall pay to Elan when due and payable every
sum at any time owing, due or incurred by the Group to Elan (whether for its
own account or as trustee for the Secured Parties) or any of the other Secured
Parties in respect of all liabilities owed by any member of the Group to the
Secured Parties, howsoever arising, whether before or after the date of this
Debenture, including without limitation:


 


2.1.1                           liabilities
set out or referred to in the Amended and Restated Master Agreement and/or any
document referred to therein; and


 


2.1.2                           liabilities
pursuant to any right of recourse for primary liabilities of the Group
discharged by any of the Secured Parties (including without limitation any
liabilities discharged by Elan Pharmaceuticals, Inc. under Clause 3(A) the
Lilly Agreement


 


provided that neither this
covenant nor the security constituted by this Debenture shall extend to or
include any liability or sum which would, but for this proviso, cause such
covenant or security to be unlawful or prohibited by any applicable law.


 


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3.                                 FIXED CHARGES, ASSIGNMENTS AND FLOATING CHARGE


 


3.1                           Fixed
Charges


The Company
hereby charges with full title guarantee in favour of Elan as trustee for the
Secured Parties with the payment and discharge of the Secured Obligations, by
way of first fixed charge (which so far as it relates to land in England and
Wales vested in the Company at the date of this Debenture shall be a charge by
way of legal mortgage) all the Company’s right, title and interest from time to
time in and to each of the following assets (subject to obtaining any necessary
consent to that mortgage or fixed charge from any third party):


 


3.1.1                           the
Tangible Moveable Property;


 


3.1.2                           the Primary
Care Portfolio;


 


3.1.3                           the
Accounts;


 


3.1.4                           the
Intellectual Property;


 


3.1.5                           any
goodwill and rights in relation to the uncalled capital of the Company;


 


3.1.6                           the
Investments;


 


3.1.7                           the Shares,
all dividends, interest and other monies payable in respect of the Shares and
all other Related Rights (whether derived by way of redemption, bonus,
preference, option, substitution, conversion or otherwise);


 


3.1.8                           all
Monetary Claims other than any claims which are otherwise subject to a fixed
charge or assignment (at law or in equity) pursuant to this Debenture and all
Related Rights.


 


3.2                           Assignments


3.2.1                           The Company
hereby assigns with full title guarantee to Elan as trustee for the Secured
Parties as security for the payment and discharge of the Secured Obligations
all the Company’s right, title and interest from time to time in and to each of
the following assets (subject to obtaining any necessary consent to such
assignment from any third party):


 


(a)                   All claims and
rights in relation to the Proceeds Account;


 


(b)                  the proceeds of any
of Insurance Policy and all Related Rights;


 


3.3                           Floating
Charge


3.3.1                           The Company
hereby charges with full title guarantee in favour of Elan as trustee for the
Secured Parties with the payment and discharge of the Secured Obligations by
way of first floating charge the whole of the Company’s undertaking and assets,
present and future, other than any assets validly and effectively charged or
assigned (whether at law or in equity) by way of fixed security under the laws
of England and Wales, or of the jurisdiction in which that asset is situated,
in favour of Elan as security for the Secured Obligations.


 


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3.3.2                           Paragraph
14 of Schedule B1 to the Insolvency Act 1986 applies to the floating
charge created pursuant to this Clause 3.3 (Floating
Charge).


 


3.4                           Exceptions
to the Security


The security
created pursuant to this Clause 3 shall not extend to any asset situated
outside England and Wales to the extent that, and for so long as, any such
security would be unlawful under the laws of the jurisdiction in which such
asset is situated.


 


4.                                 CRYSTALLISATION OF FLOATING CHARGE


 


4.1                           Crystallisation:  By Notice


Elan may at
any time by notice in writing to the Company convert the floating charge
created by Clause 3.3 (Floating Charge)
with immediate effect into a fixed charge as regards any property or assets
specified in the notice if:


 


4.1.1                           an
Enforcement Event has occurred and is continuing; or


 


4.1.2                           Elan
reasonably considers that any of the Charged Property is in jeopardy or in
danger of being seized or sold pursuant to any form of legal process; or


 


4.1.3                           Elan
reasonably considers that it is desirable in order to protect the priority of
the security.


 


4.2                           Crystallisation:  Automatic


Notwithstanding
Clause 4.1 (Crystallisation:  By Notice) and without prejudice
to any law which may have a similar effect, the floating charge will
automatically be converted (without notice) with immediate effect into a fixed
charge as regards all the assets subject to the floating charge if:


 


4.2.1                           the Company
or any member of the Group creates or attempts to create any Encumbrance (other
than a Permitted Encumbrance) over any of the Charged Property; or


 


4.2.2                           any person
levies or attempts to levy any distress, execution or other process against any
of the Charged Property; or


 


4.2.3                           a
resolution is passed or an order is made for the winding-up, dissolution,
administration or re-organisation of the Company or an administrator is
appointed to the Company.


 


5.                                 PERFECTION OF SECURITY


 


5.1                           Notices
of Assignment


The Company
shall, deliver to Elan (or procure delivery of) Notices of Assignment duly
executed by, or on behalf of, the Company in respect of any asset which is the
subject of an assignment pursuant to Clause 3.2 (Assignments), within (a) 1 business day of the creation of
the Proceeds Account in the case of the Proceeds Account or (b) 30 days of the
request of Elan from time to time in the case of each other such asset,


 


9

















 


and shall in
each case use all reasonable endeavours to procure that each notice is
acknowledged by the obligor or debtor specified by Elan.


 


5.2                           Notices
of Charge


The Company
shall if requested by Elan from time to time after the occurrence of an Enforcement
Event promptly deliver to Elan (or procure delivery of) notices of charge (in
form and substance reasonably satisfactory to Elan) duly executed by, or on
behalf of, the Company and acknowledged by each of the banks or financial
institutions with which any of the Accounts are opened or maintained.


 


5.3                           Registration
of Intellectual Property


The Company
shall, if requested by Elan, within 30 days execute all such documents and do
all acts that Elan may reasonably require to record the interest of Elan in any
registers relating to any registered Intellectual Property.


 


6.                                 FURTHER ASSURANCE


 


6.1                           Further
Assurance: General


The Company
shall promptly do all such acts or execute all such documents (including
assignments, transfers, mortgages, charges, notices and instructions) as Elan
may reasonably specify (and in such form as Elan may reasonably require in
favour of Elan or its nominee(s)):


 


6.1.1                           to perfect
the security created or intended to be created in respect of the Charged
Property (which may include the execution by the Company of a mortgage, charge
or assignment over all or any of the assets constituting, or intended to
constitute, Charged Property) or for the exercise of the Collateral Rights;


 


6.1.2                           to confer
on Elan security over any property and assets of the Company located in any
jurisdiction outside England and Wales equivalent or similar to the security
intended to be conferred by or pursuant to this Debenture; and/or


 


6.1.3                           to
facilitate the realisation of the Charged Property.


 


6.2                           Necessary
Action


The Company
shall take all such action as is available to it (including making all filings
and registrations) as may be necessary for the purpose of the creation,
perfection, protection or maintenance of any security conferred or intended to
be conferred on Elan by or pursuant to this Debenture.


 


6.3                           Consents


The Company
shall use all reasonable endeavours to obtain (in form and content reasonably
satisfactory to Elan) within 30 days any consents necessary to enable the
assets of the Company to be the subject of an effective fixed charge or
assignment pursuant to Clause 3 (Fixed
Charges, Assignments and Floating Charge) and, immediately upon
obtaining any such consent, the asset concerned shall become subject


 


10

















 


to such
security and the Company shall promptly deliver a copy of each consent to Elan.


 


6.4                           Implied
Covenants for Title


The
obligations of the Company under this Debenture shall be in addition to the
covenants for title deemed to be included in this Debenture by virtue of Part 1
of the Law of Property (Miscellaneous Provisions) Act 1994.


 


7.                                 NEGATIVE PLEDGE AND DISPOSALS


 


7.1                           Negative
Pledge


The Company
undertakes that it shall not, at any time during the subsistence of this
Debenture, create or permit to subsist any Encumbrance over all or any part of
the Charged Property or any asset of the Group other than Permitted
Encumbrances.


 


7.2                           No
Disposal of Interests


The Company
undertakes that it shall not (and shall not agree to) and no member of its
Group shall at any time during the subsistence of this Debenture (except as
permitted pursuant to this Clause 7):


 


7.2.1                           execute any
conveyance, transfer, lease or assignment of, or other right to use or occupy,
all or any part of the Charged Property;


 


7.2.2                           create any
legal or equitable estate or other interest in, or over, or otherwise relating
to, all or any part of the Charged Property;


 


7.2.3                           execute any
conveyance, transfer, lease or assignment of, or other right to use or occupy,
all or any part of the Primary Care Business or the Swedish Drug Delivery
Business;


 


7.2.4                           create any
legal or equitable estate or other interest in, or over, or otherwise relating
to, all or any part of the Primary Care Business or the Swedish Drug Delivery
Business;


 


7.2.5                            assign or
otherwise dispose of any interest in any Account.


 


7.3                           Permitted
Disposals


The
restriction on disposal contained in clause 7.2 does not apply to disposal of
the Swedish Drug Delivery Business or the Primary Care Portfolio provided that
the lesser of:


 


(a)                     90% of the
Proceeds; or


 


(b)                    such amount of the
Proceeds as is required to make the total of all payments into the Proceeds
Account up to $30,000,000


 


are paid into
the Proceeds Account.


 


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8.                                 SHARES AND INVESTMENTS


 


8.1                           Shares:  Before Enforcement Event


Prior to the
occurrence of an Enforcement Event the Company shall:


 


8.1.1                           pay all
dividends, interest and other monies arising from the Shares into an Account;
and


 


8.1.2                           exercise
all voting rights in relation to the Shares provided
that the Company shall not exercise such voting rights in any
manner, or otherwise permit or agree to any (a) variation of the rights
attaching to or conferred by any of the Shares or (b) increase in the issued
share capital of any company whose Shares are charged pursuant to this
Debenture, which in the opinion of Elan would prejudice the value of, or the
ability of Elan to realise, the security created by this Debenture.


 


8.2                           Shares:  After Enforcement Event


Elan may, upon
the occurrence of an Enforcement Event, at its discretion (in the name of the
Company or otherwise and without any further consent or authority from the
Company):


 


8.2.1                           exercise
(or refrain from exercising) any voting rights in respect of the Shares;


 


8.2.2                           apply all
dividends, interest and other monies arising from the Shares in accordance with
Clause 17 (Application of Moneys);


 


8.2.3                           transfer
the Shares into the name of such nominee(s) of Elan as it shall require; and


 


8.2.4                           exercise
(or refrain from exercising) the powers and rights conferred on or exercisable
by the legal or beneficial owner of the Shares, including the right, in
relation to any company whose shares or other securities are included in the
Charged Property, to concur or participate in:


 


(a)                  the reconstruction,
amalgamation, sale or other disposal of such company or any of its assets or
undertaking (including the exchange, conversion or reissue of any shares or
securities as a consequence of such event),


 


(b)                 the release, modification
or variation of any rights or liabilities attaching to such shares or
securities, and


 


(c)                  the exercise,
renunciation or assignment of any right to subscribe for any shares or
securities in each case in such manner and on such terms as Elan may think fit,
and the proceeds of any such action shall form part of the Charged Property.


 


8.3                           Investments
and Shares:  Payment of Calls


The Company
shall pay when due all calls or other payments which may be or become due in
respect of any of the Investments and Shares, and in any case of default by the


 


12

















 


Company in
such payment, Elan may, if it thinks fit, make such payment on behalf of the
Company in which case any sums paid by Elan shall be reimbursed by the Company
to Elan on demand and shall carry interest from the date of payment by Elan
until reimbursed at the rate of the prime rate from time to time of Citibank
N.A. plus 5%.


 


8.4                           Investments:  Delivery of Documents of Title


After the
occurrence of an Enforcement Event the Company shall promptly on the request of
Elan, deliver (or procure delivery) to Elan, and Elan shall be entitled to
retain, all of the Investments and any certificates and other documents of
title representing the Investments or the Shares to which the Company (or its
nominee(s)) is or becomes entitled together with any other document which Elan
may reasonably request (in such form and executed as Elan may reasonably
require) with a view to perfecting or improving its security over the Investments
or the Shares or to registering any Investment or Share in its name or the name
of any nominee(s).


 


8.5                           Investments:  Exercise of Rights


The Company
shall not exercise any of its rights and powers in relation to any of the
Investments or the Shares in any manner which, in the opinion of Elan, would
prejudice the value of, or the ability of Elan to realise, the security created
by this Debenture.


 


9.                                 ACCOUNTS


 


9.1                           Accounts:  Notification and Variation


The Company
during the subsistence of this Debenture:


 


9.1.1                           shall
within 30 days of the date of this Debenture deliver to Elan (and, if any
change occurs thereafter, as soon as reasonably practicable after the date of
such change), details of each Account maintained by it and any account
maintained by each member of its Group; and


 


9.1.2                           shall not,
without Elan’s prior written consent, permit or agree to any variation of the
rights attaching to any Account or close any Account.


 


9.2                           Accounts:  Operation Before Enforcement Event


The Company
shall prior to the occurrence of an Enforcement Event be entitled to receive,
withdraw or otherwise transfer any credit balance from time to time on any
Account other than the Proceeds Account.


 


9.3                           Accounts:  Operation After Enforcement Event


After the
occurrence of an Enforcement Event the Company shall not be entitled to
receive, withdraw or otherwise transfer any credit balance from time to time on
any Account or any account maintained by any member of the Company’s Group
except with the prior consent of Elan.


 


13

















 


9.4                           Undertakings
re: Proceeds Account


9.4.1                           Subject to
clause 9.4.2, the Company hereby undertakes to pay 90% of the Proceeds of any
Further Equity Financing into the Proceeds Account, or as directed by Elan, and
the balance of the Proceeds into an Account.


 


9.4.2                           Pursuant to
clause 7.3 the Company has undertaken to procure payment of the Proceeds of the
disposal of the Swedish Drug Delivery Business or the Primary Care Portfolio
into the Proceeds Account.


 


9.4.3                           The Company
shall not be obliged to pay more than $30,000,000 in total into the Proceeds
Account.


 


9.5                           Operation
of Proceeds Account


The Company
shall not be entitled to receive, withdraw or otherwise transfer any credit
balance from time to time the Proceeds Account at any time without the prior
written authority of Elan.  Elan hereby
authorises the Company to transfer funds from the Proceeds Account to fulfil
the obligations set out in clauses 7.1 to 7.5 and/or Clause 8 in the Amended
and Restated Master Agreement.  Elan
shall be entitled upon the occurrence of an Enforcement Event without notice to
exercise all rights, powers and remedies held by it as assigned of the Proceeds
Account and to


 


9.5.1                           demand and
receive all monies due under or arising under the Proceeds Account; and


 


9.5.2                           exercise
all rights as the Company was then entitled to exercise in relation to such
Proceeds Account but for the terms of this Debenture.


 


10.                           MONETARY CLAIMS


 


10.1                     Dealing with
Monetary Claims


The Company
shall not at any time during the subsistence of this Debenture, without the
prior written consent of Elan:


 


10.1.1                     deal with the
Monetary Claims except by getting in and realising them in a prudent manner and
paying the proceeds of those Monetary Claims into the Account or as Elan may
require (and such proceeds shall be held upon trust by the Company for Elan on
behalf of the Secured Parties prior to such payment in);


 


10.1.2                     factor or
discount any of the Monetary Claims or enter into any agreement for such
factoring or discounting.


 


10.2                     Release of
Monetary Claims:  Before Enforcement
Event


Prior to the
occurrence of an Enforcement Event, the proceeds of the realisation of the
Monetary Claims shall (subject to any restriction on the application of such
proceeds contained in this Debenture), upon such proceeds being credited to the
Account, be released from the fixed charge created pursuant to Clause 3.1 (Fixed Charges) and the Company shall be
entitled to withdraw such proceeds from such Account provided that


 


14

















 


such proceeds
shall continue to be subject to the floating charge created pursuant to Clause
3.3 (Floating Charge) and the
terms of this Debenture.


 


10.3                     Option: Release
of Monetary Claims:  After Enforcement
Event


After the
occurrence of an Enforcement Event the Company shall not, except with the prior
written consent of Elan, be entitled to withdraw or otherwise transfer the
proceeds of the realisation of any Monetary Claims standing to the credit of
any Account.


 


11.                           INSURANCES


 


11.1                     Insurance:
Undertakings


The Company
shall at all times during the subsistence of this Debenture:


 


11.1.1                     keep the Charged
Property insured in a manner and amount consistent with its practice as at the
date of this Debenture;


 


11.1.2                     if required by
Elan, cause each insurance policy or policies relating to the Charged Property
other than any Insurance Policy which has been the subject of a Notice of
Assignment pursuant to Clause 5 (Perfection
of Security) to contain (in form and substance reasonably
satisfactory to the Bank) an endorsement naming Elan as sole loss payee in
respect of all claims in excess of £50,000 until such time as Elan notifies the
insurer(s) to the contrary;


 


11.1.3                     promptly pay all
premiums and other moneys payable under all its policies of insurance and
promptly upon request, produce to Elan a copy of each policy and evidence
(reasonably acceptable to Elan) of the payment of such sums; and


 


11.1.4                     if required by
Elan (but subject to the provisions of any lease of the Charged Property),
deposit all policies of insurance relating to the Charged Property with Elan.


 


11.2                     Insurance:
Default


If the Company
defaults in complying with Clause 11.1 (Insurance:  Undertakings), Elan may effect or
renew any such insurance on such terms, in such name(s) and in such amount(s)
as it reasonably considers appropriate, and all moneys expended by Elan in
doing so shall be reimbursed by the Company to Elan on demand and shall carry
interest from the date of payment by Elan until reimbursed at the rate of the
prime rate from time to time of Citibank N.A. plus 5%.


 


11.3                     Application of
Insurance Proceeds


All moneys
received under any insurance relating to the Charged Property shall (subject to
the rights and claims of any person having prior rights such moneys), prior to
the occurrence of an Enforcement Event, be applied in repairing, replacing,
restoring or rebuilding the property or assets damaged or destroyed; after the
occurrence of an Enforcement Event, the Company shall hold such moneys upon
trust for Elan on behalf of the Secured Parties pending payment to Elan for
application in


 


15

















 


accordance
with Clause 17 (Application of Monies)
and the Company waives any right it may have to require that any such monies
are applied in reinstatement of any part of the Charged Property.


 


12.                           GENERAL UNDERTAKINGS


 


12.1                     Intellectual
Property


The Company
shall during the subsistence of this Debenture in respect of any Intellectual
Property which is material to or required in connection with its business:


 


12.1.1                     take all such
steps and do all such acts as may be necessary to preserve and maintain the
subsistence and the validity of any such Intellectual Property; and


 


12.1.2                     not use or permit
any such Intellectual Property to be used in any way which may materially and
adversely affect its value.


 


12.2                     Information and
Access


The Company
shall from time to time, on request of Elan, furnish Elan with such information
as Elan may reasonably require about the Company’s business and affairs, the
Charged Property and its compliance with the terms of this Debenture and the
Company shall permit Elan, its representatives, professional advisers and
contractors, free access at all reasonable times and on reasonable notice to
(a) inspect and take copies and extracts from the books, accounts and records
of the Company and (b) to view the Charged Property (without becoming liable as
mortgagee in possession).


 


13.                           ENFORCEMENT OF SECURITY


 


13.1                     Enforcement


At any time
after the occurrence of an Enforcement Event (as long as it is continuing) the
security created by or pursuant to this Debenture is immediately enforceable
and Elan may, without notice to the Company or prior authorisation from any
court, in its absolute discretion:


 


13.1.1                     enforce all or
any part of that security (at the times, in the manner and on the terms it
thinks fit) and take possession of and hold or dispose of all or any part of
the Charged Property; and


 


13.1.2                     whether or not it
has appointed a Receiver, exercise all or any of the powers, authorities and
discretions conferred by the Law of Property Act 1925 (as varied or extended by
this Debenture) on mortgagees and by this Debenture on any Receiver or
otherwise conferred by law on mortgagees or Receivers.


 


13.2                     No Liability as
Mortgagee in Possession


Neither Elan
nor any Receiver shall be liable to account as a mortgagee in possession in
respect of all or any part of the Charged Property or be liable for any loss
upon realisation or for any neglect, default or omission in connection with the
Charged Property to which a mortgagee in possession might otherwise be liable.


 


16

















 


14.                           EXTENSION AND VARIATION OF THE LAW OF PROPERTY ACT 1925


 


14.1                     Extension of Powers


The power of
sale or other disposal conferred on Elan and on any Receiver by this Debenture
shall operate as a variation and extension of the statutory power of sale under
Section 101 of the Law of Property Act 1925 and such power shall arise
(and the Secured Obligations shall be deemed due and payable for that purpose)
on execution of this Debenture.


 


14.2                     Restrictions


The
restrictions contained in Sections 93 and 103 of the Law of Property Act 1925
shall not apply to this Debenture or to the exercise by Elan of its right to
consolidate all or any of the security created by or pursuant to this Debenture
with any other security in existence at any time or to its power of sale, which
powers may be exercised by Elan without notice to the Company on or at any time
after the occurrence of an Enforcement Event (which is continuing).


 


15.                           APPOINTMENT OF RECEIVER OR ADMINISTRATOR


 


15.1                     Appointment and
Removal


After the
occurrence of an Enforcement Event or if a petition or application is presented
for the making of an administration order in relation to the Company or if any
person who is entitled to do so gives written notice of its intention to
appoint an administrator of the Company or files such a notice with the court
or if requested to do so by the Company, Elan may by deed or otherwise (acting
through an authorised officer of Elan), without prior notice to the Company:


 


15.1.1                     appoint one or
more persons to be a Receiver of the whole or any part of the Charged Property;


 


15.1.2                     remove (so far as
it is lawfully able) any Receiver so appointed;


 


15.1.3                     appoint another
person(s) as an additional or replacement Receiver(s); and


 


15.1.4                     appoint one or
more persons to be an administrator of the Company.


 


15.2                     Capacity of
Receivers


Each person
appointed to be a Receiver pursuant to Clause 15.1 (Appointment and Removal) shall be:


 


15.2.1                     entitled to act
individually or together with any other person appointed or substituted as
Receiver;


 


15.2.2                     for all purposes
shall be deemed to be the agent of the Company which shall be solely
responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for Elan; and


 


17

















 


15.2.3                     entitled to
remuneration for his services at a rate to be fixed by Elan from time to time
(without being limited to the maximum rate specified by the Law of Property Act
1925).


 


15.3                     Statutory Powers
of Appointment


The powers of
appointment of a Receiver shall be in addition to all statutory and other
powers of appointment of Elan under the Law of Property Act 1925 (as extended
by this Debenture) or otherwise and such powers shall remain exercisable from
time to time by Elan in respect of any part of the Charged Property.


 


16.                           POWERS OF RECEIVER


 


16.1                     General Powers


Every Receiver
shall (subject to any restrictions in the instrument appointing him but
notwithstanding any winding-up or dissolution of the Company) have and be
entitled to exercise, in relation to the Charged Property (and any assets of
the Company which, when got in, would be Charged Property) in respect of which
he was appointed, and as varied and extended by the provisions of this
Debenture (in the name of or on behalf of the Company or in his own name and,
in each case, at the cost of the Company):


 


16.1.1                     all the powers
conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in
possession and on receivers appointed under that Act;


 


16.1.2                     all the powers of
an administrative receiver set out in Schedule 1 to the Insolvency Act
1986 (whether or not the Receiver is an administrative receiver);


 


16.1.3                     all the powers
and rights of an absolute owner and power to do or omit to do anything which
the Company itself could do or omit to do; and


 


16.1.4                     the power to do
all things (including bringing or defending proceedings in the name or on
behalf of the Company) which seem to the Receiver to be incidental or conducive
to (a) any of the functions, powers, authorities or discretions conferred on or
vested in him or (b) the exercise of the Collateral Rights (including the
realisation of all or any part of the Charged Property) or (c) bringing to his
hands any assets of the Company forming part of, or which when got in would be,
Charged Property.


 


16.2                     Take Possession


Power to take
immediate possession of, collect and get in the Charged Property (including
rents and other income accrued from time to time).


 


16.3                     Calls


To make, or to
require the directors of the Company to make, calls upon the holders of share
capital of the Company which remains uncalled and to enforce payment of such
calls and any previous unpaid calls by taking proceedings.


 


18

















 


16.4                     Proceedings and
Claims


Power to
bring, enforce, abandon, arbitrate, negotiate and settle any claims,
proceedings or other actions in connection with the business of the Company or
all or any part of the Charged Property or the security constituted by or
pursuant to this Debenture.


 


16.5                     Carry on Business


Power to carry
on and manage, or concur in the carrying on and management of or to appoint a
manager of, the whole or any part of the Company’s business in such manner as
he in his absolute discretion thinks fit.


 


16.6                     Contracts


Power to enter
into any contract or arrangement and to perform, repudiate, rescind or vary any
contract to which the Company is a party.


 


16.7                     Subsidiary


Power to
supervise, control and finance any existing or new subsidiary of the Company or
any other body corporate and its business and the conduct of such persons and
to change the situation of the registered office of any such subsidiary or
other body corporate.


 


16.8                     Deal with Charged
Property


Power, in
relation to all or any part of the Charged Property, to vary, sell, transfer,
convey, grant, terminate or accept surrenders of leases, licences or rights of
user (in each case with or without consideration) or concur in any of those by
the Company or any other receiver or manager of the Company (including to or in
relation to Elan) in such manner and on such terms as he thinks fit (including
the severing and separate disposal from the premises to which they were affixed
of fixtures, plant and machinery).


 


16.9                     Acquisitions


Power to
purchase, lease, hire or acquire any assets or rights which he shall in his
absolute discretion consider necessary or desirable for the carrying on,
improvement or realisation of, or for the benefit of, the whole or any part of
the Charged Property or the business of the Company.


 


16.10               New Subsidiary


Power to form
a subsidiary of the Company or acquire the share capital of a body corporate to
become a subsidiary of the Company and to procure the purchase, lease or
acquisition of an interest in the whole or any part of the Charged Property by
such subsidiary or to carry on any business in succession to the Company or any
other subsidiary of the Company.


 


16.11               Insurance


Power to
effect, maintain or renew indemnity and other insurances and to obtain bonds
and performance guarantees.


 


19

















 


16.12               Employment


Power to
employ, engage, dismiss or vary the terms of employment or engagement of
employees, workmen, servants, officers, managers, agents and advisers on such
terms as to remuneration and otherwise as he shall think fit including power to
engage his own firm in the conduct of the receivership.


 


16.13               Borrowing


Power to raise
or borrow money from any person, including any Secured Party (with or without
any security on the Charged Property to rank either in priority to or after all
or any part of the security constituted pursuant to this Debenture) on such
terms as he shall in his absolute discretion think fit (and no person lending
such money shall be concerned to see or enquire as to the propriety or purpose
of the exercise of such power or the application of money so raised or
borrowed).


 


16.14               Redemption of
Security


Power to
redeem, discharge or compromise any security whether or not having priority to
all or any part of the security constituted pursuant to this Debenture.


 


16.15               Covenants,
Guarantees and Indemnities


Power to enter
into such bonds, covenants, guarantees, commitments, indemnities and other
obligations or liabilities as he shall think fit and make all payments needed
to effect, maintain or satisfy such obligations or liabilities.


 


17.                           APPLICATION OF MONEYS


 


All moneys
received or recovered by Elan or any Receiver pursuant to this Debenture or the
powers conferred by it shall (subject to the claims of any person having prior
rights thereto and by way of variation of the provisions of the Law of Property
Act 1925) be applied first in the payment of the costs, charges and expenses
incurred and payments made by the Receiver, the payment of his remuneration and
the discharge of any liabilities incurred by the Receiver in, or incidental to,
the exercise of any of his powers, and thereafter shall be applied by Elan
(notwithstanding any purported appropriation by the Company) in such order and
manner as Elan shall think fit:


 


17.1.1                     in or towards the
discharge of all or any of the Secured Obligations which are then due and
payable; or


 


17.1.2                     if any of the
Secured Obligations are then contingent, in payment to the credit of any
accounts selected by Elan to be held until such time as Elan shall think fit
pending their application in or towards the discharge of all or any of the
Secured Obligations which are at that time due and payable; or


 


17.1.3                     in payment to the
credit of any suspense or impersonal account for so long as Elan shall think
fit pending any further application of such moneys (as Elan shall be entitled,
but not obliged, to do in its discretion) in accordance with the previous
provisions of this Clause; and


 


20

















 


17.1.4                     if the Company is
under no further actual or contingent liability to the Secured Parties, in
payment of the surplus to the Company or any other person entitled to it.


 


18.                           PROTECTION OF PURCHASERS


 


18.1                     Consideration


The receipt of
Elan or any Receiver shall be conclusive discharge to a purchaser and, in
making any sale or disposal of any of the Charged Property or making any
acquisition, Elan or any Receiver may do so for such consideration, in such
manner and on such terms as it thinks fit.


 


18.2                     Protection of
Purchasers


No purchaser
or other person dealing with Elan or any Receiver shall be bound to inquire
whether the right of Elan or such Receiver to exercise any of its powers has
arisen or become exercisable or be concerned with any propriety or regularity
on the part of Elan or such Receiver in such dealings.


 


19.                           POWER OF ATTORNEY


 


19.1                     Appointment and
Powers


The Company by
way of security irrevocably appoints Elan and any Receiver severally to be its
attorney and in its name, on its behalf and as its act and deed to execute,
deliver and perfect all documents and do all things which the attorney may
consider to be required or desirable for:


 


19.1.1                     carrying out any
obligation imposed on the Company by this Debenture (including the execution
and delivery of any deeds, charges, assignments or other security and any
transfers of the Charged Property); and


 


19.1.2                     enabling Elan and
any Receiver to exercise, or delegate the exercise of, any of the rights,
powers and authorities conferred on them by or pursuant to this Debenture or by
law (including, after the occurrence of an Enforcement Event, the exercise of
any right of a legal or beneficial owner of the Charged Property).


 


19.2                     Ratification


The Company
shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.


 


20.                           EFFECTIVENESS OF SECURITY


 


20.1                     Continuing
Security


Subject to
Clause 21, the security created by or pursuant to this Debenture shall remain
in full force and effect as a continuing security for the Secured Obligations
unless and until discharged by Elan.


 


21

















 


20.2                     Cumulative Rights


The security
created by or pursuant to this Debenture and the Collateral Rights shall be
cumulative, in addition to and independent of every other security which Elan
or any Secured Party may at any time hold for the Secured Obligations or any
other obligations or any rights, powers and remedies provided by law.  No prior security held by Elan or any
Secured Party over the whole or any part of the Charged Property shall merge
into the security constituted by this Debenture.


 


20.3                     No Prejudice


The security
created by or pursuant to this Debenture and the Collateral Rights shall not be
prejudiced by any unenforceability or invalidity of any other agreement or
document or by any time or indulgence granted to the Company or any other
person or by any other thing which might otherwise prejudice that security or
any Collateral Right.


 


20.4                     Remedies and
Waivers


No failure on
the part of Elan to exercise, or any delay on its part in exercising, any
Collateral Right shall operate as a waiver of that Collateral Right, nor shall
any single or partial exercise of any Collateral Right preclude any further or
other exercise of that or any other Collateral Right.


 


20.5                     No Liability


None of Elan,
its nominee(s) or any Receiver shall be liable by reason of (a) taking any
action permitted by this Debenture or (b) any neglect or default in connection
with the Charged Property or (c) taking possession of or realising all or any
part of the Charged Property, except in the case of gross negligence or wilful
default upon its part.


 


20.6                     Partial
Invalidity


If, at any
time, any provision of this Debenture is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions of this
Debenture nor of such provision under the laws of any other jurisdiction shall
in any way be affected or impaired thereby and, if any part of the security
intended to be created by or pursuant to this Debenture is invalid,
unenforceable or ineffective for any reason, that shall not affect or impair
any other part of the security.


 


21.                           RELEASE OF SECURITY


 


21.1                     Redemption of
Security


21.1.1                     Subject to
Clauses 21.1.2 and 21.1.3, upon the Secured Obligations being discharged in
full and none of the Secured Parties having any further actual or contingent
obligation to the Company Elan shall, at the request and cost of the Company,
release and cancel the security constituted by this Debenture and procure the
reassignment to the Company of the property and assets assigned to Elan
pursuant to this Debenture, in each case subject to Clause 21.2 (Avoidance of Payments) and without
recourse to, or any representation or warranty by, Elan or any of its nominees.


 


22

















 


21.1.2                     Upon:


 


(a)                  the Outstanding
Amounts (as such term is defined in the Amended and Restated Master Agreement)
being fully discharged, whether by payment in full or by operation of Clauses 7
and/or 8 of the Amended and Restated Master Agreement; and


 


(b)                 the Company
representing and warranting to Elan by deed that to the best of its knowledge
and belief, having made diligent enquiry, there is no matter outstanding in
respect of which Elan may have liability under Clause 3(A) of the Lilly
Agreement (and Elan shall not be obliged to accept any such representation and
warranty dated as of a date prior to 30 October 2003_;


 


the total
amount of security that is constituted by this Debenture will be reduced to
$5,000,000 (five million United States dollars) and Elan will, at the written
request of the Company, amend the registration of this Debenture at Companies
House by filing a Form 403 recording the partial discharge.


 


21.1.3                     On 30
April 2005, provided that:


 


(a)                  the Outstanding
Amounts (as such term is defined in the Amended and Restated Master Agreement)
have been fully discharged, whether by payment in full or by operation of
Clauses 7 and/or 8 of the Amended and Restated Master Agreement; and


 


(b)                 no claim has been
made under Clause 3(A) of the Lilly Agreement


 


Elan shall, at
the request and cost of the Company, release and cancel the security
constituted by this Debenture and procure the reassignment to the Company of
the property and assets assigned to Elan pursuant to this Debenture, in each
case subject to Clause 21.2 (Avoidance of
Payments) and without recourse to, or any representation or warranty
by, Elan or any of its nominees.


 


21.2                     Avoidance of
Payments


If Elan
considers that any amount paid or credited to it is capable of being avoided or
reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws
the liability of the Company under this Debenture and the security constituted
hereby shall continue and such amount shall not be considered to have been
irrevocably paid.


 


22.                           SET-OFF


 


The Company
authorises Elan (but Elan shall not be obliged to exercise such right), after
the occurrence of an Enforcement Event which is continuing, to set off against
the Secured Obligations any amount or other obligation (contingent or
otherwise) owing by Elan or any other Secured Party to the Company.


 


23

















 


23.                           ASSIGNMENT


 


Elan may
assign and transfer all or any of its rights and obligations under this
Debenture to any Secured Party and any lawful assignee or successor in title of
any Secured Party.  The Company may not
assign or transfer any of its rights or obligations under this Debenture without
the prior written consent of Elan.


 


24.                           NOTICES


 


Each
communication to be made under or in connection with this Debenture shall be
made in writing and, unless otherwise stated, shall be made by fax or letter
and in accordance with the terms of clause 14.14 of the Amended and Restated
Master Agreement as if that clause were repeated herein.


 


25.                           EXPENSES,
STAMP TAXES AND INDEMNITY


 


25.1                     Expenses


The Company
shall, from time to time on demand of Elan, reimburse Elan for all the costs
and expenses (including legal fees) on a full indemnity basis together with any
VAT thereon incurred by it in connection with


 


25.1.1                      the exercise,
preservation and/or enforcement of any of the Collateral Rights or the security
contemplated by this Debenture or any proceedings instituted by or against Elan
as a consequence of taking or holding the security or of enforcing the
Collateral Rights.


 


25.2                     Stamp Taxes


The Company
shall pay all stamp, registration and other taxes to which this Debenture, the
security contemplated in this Debenture or any judgment given in connection
with it is or at any time may be subject and shall, from time to time,
indemnify Elan on demand against any liabilities, costs, claims and expenses
resulting from any failure to pay or delay in paying any such tax.


 


25.3                     Indemnity


The Company
shall, notwithstanding any release or discharge of all or any part of the
security, indemnify Elan, its agents, attorneys and any Receiver against any
action, proceeding, claims, losses, liabilities and costs which it may sustain
as a consequence of any breach by the Company of the provisions of this
Debenture, the exercise or purported exercise of any of the rights and powers
conferred on them by this Debenture or otherwise relating to the Charged
Property.


 


26.                           PAYMENTS FREE OF DEDUCTION


 


All payments
to be made under this Debenture shall be made free and clear of and without
deduction for or on account of tax unless the Company is required to make such
payment subject to the deduction or withholding of tax, in which case the sum
payable by the Company in respect of which such deduction or withholding is
required to be made shall be increased to the extent necessary to ensure that,
after the making of such deduction or withholding, Elan receives and retains
(free from any liability in


 


24

















 


respect of any
such deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made or
required to be made.


 


27.                           DISCRETION AND DELEGATION


 


27.1                     Discretion


Any liberty or
power which may be exercised or any determination which may be made under this
Debenture by Elan or any Receiver may be exercised or made in its absolute and
unfettered discretion without any obligation to give reasons.


 


27.2                     Delegation


Each of Elan
and any Receiver shall have full power to delegate (either generally or
specifically) the powers, authorities and discretions conferred on it by this
Debenture (including the power of attorney) 
on such terms and conditions as it shall see fit which delegation shall
not preclude either the subsequent exercise, any subsequent delegation or any
revocation of such power, authority or discretion by Elan or the Receiver
itself.


 


28.                           GOVERNING LAW AND JURISDICTION


 


This Debenture
is governed by English law.


 


28.1                     English Courts


The courts of
England have exclusive jurisdiction to settle any disputes (a “Dispute”) arising out of, or connected with
this Debenture (including a dispute regarding the existence, validity or
termination of this Debenture or the consequences of its nullity).


 


28.2                     Convenient Forum


The parties
agree that the courts of England are the most appropriate and convenient courts
to settle Disputes between them and, accordingly, that they will not argue to
the contrary.


 


 


THIS DEBENTURE has been signed on
behalf of Elan and executed as a deed by the Company and is delivered by it on
the date specified above.


 


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SCHEDULE 1


 


SECURED PARTIES


 


1.                                 ELAN CORPORATION, PLC., a
public limited company incorporated in the Republic of Ireland, whose
registered office is at Lincoln House, Lincoln Place, Dublin 2, Ireland;


 


2.                                 ELAN PHARMA INTERNATIONAL LIMITED, a company incorporated in the Republic of Ireland, whose registered
office is at WIL House, Shannon Business Park, Shannon, Co Clare, Ireland;


 


3.                                 ELAN INTERNATIONAL SERVICES, LTD., a Bermuda exempted limited liability company incorporated under the
laws of Bermuda and having its registered office at Clarendon House, 2 Church
Street, Hamilton, Bermuda;


 


4.                                 ELAN PHARMACEUTICALS, INC,
a corporation duly organised and existing under the applicable laws of the
State of Delaware, having a principal place of business in South San Francisco,
California; and


 


5.                                 MONKSLAND HOLDINGS BV, a
private company limited by shares incorporated in the Netherlands under
registered number 33265127, whose registered office is at Amsteldijk 166, 1079
Amsterdam, Netherlands.


 


26

















 


SCHEDULE 2


 


FORMS OF NOTICE OF ASSIGNMENT


 


Form of Assignment of Proceeds Account


 


To:                              [Account Bank]


 


 


Date:
[      ]


 


Dear Sirs,


 


We hereby give
you notice that we have assigned and charged to Elan Corporation, plc. (the
“Trustee”) all of our right, title and interest in and to account number [•], account name [•] (including any renewal or re-designation of such account ) and all
monies standing to the credit of that account from time to time (the “Account”).


 


With effect
from the date of your receipt of this notice:


 


(b)                           any
existing payment instructions affecting the Account are to be terminated and
all payments and communications in respect of the Account should be made to the
Trustee or to its order (with a copy to Amarin Corporation plc)


 


(c)                            all
rights, interests and benefits whatsoever accruing to or for the benefit of
ourselves arising from the Account belong to the Trustee.


 


Please accept
this notice by signing the enclosed acknowledgement and returning it to the
Trustee at
[                   ]
marked for the attention of
[                 ].


 


	
   

  	
  Yours
  faithfully

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  for
  and on behalf of

  	
   

  
	
   

  	
  Amarin Corporation plc

  	
   

  



 


27

















 


To:                              ELAN CORPORATION, PLC.


 


Date:                    [           ]


 


 


At the request
of the Trustee and Amarin Corporation plc. we acknowledge receipt of the notice
of assignment and charge, on the terms attached, in respect of the Account (as
described in those terms).  We confirm
that:


 


•                                         the balance standing to the Account at today’s date is [•], no fees or periodic charges are payable in respect of the Account
and there are no restrictions on (a) the payment of the credit balance on the
Account [(except, in the case of a time deposit, the expiry of the relevant
period)] or (b) the assignment of the Account to the Trustee or any third
party;


 


•                                         we have not received notice of any previous assignments of, charges
over or trusts in respect of, the Account and we will not, without the
Trustee’s consent (a) exercise any right of combination, consolidation or
set-off which we may have in respect of the Account or (b) amend or vary any
rights attaching to the Account; and


 


•                                         we will act only in accordance with the instructions given by
persons authorised by the Trustee and we shall send all statements and other
notices given by us relating to the Account to the Trustee.


 


For and on
behalf of [•]


 


 


	
  By:

  	
   

  	
   

  



 


28

















 


Form of Assignment of Insurance


 


 


To:                              [Insurer]


 


Date:
[      ]


 


 


Dear Sirs,


 


We hereby give
you notice that we have assigned to Elan Corporation, plc (the “Trustee”) pursuant to a debenture entered
into by us in favour of the Trustee dated
[      ] all our right, title and interest in and
to the proceeds of [insert details of
relevant insurance policy] (the “Policy
of Insurance”).


 


With effect
from your receipt of this notice we instruct you to:


 


1.                               make
all payments and claims in excess of £ 50,000 under or arising from the Policy
of Insurance to the Trustee [insert an account number] or to its order as it
may specify in writing from time to time;


 


2.                               note
the interest of the Trustee on the Policy of Insurance; and


 


3.                               disclosure
to the Trustee, without further approval from us, such information regarding
the Policy of Insurance as the Trustee may from time to time request and to
send it copies of all notices issued by you under the Policy of Insurance.


 


With effect
from your receipt of this notice all rights, interests and benefits whatsoever
accruing to or for the benefit of ourselves arising from the Policy of
Insurance (including all rights to compel performance) belong to and are
exercisable by the Trustee.


 


Please
acknowledge receipt of this notice by signing the acknowledgement on the
enclosed copy letter and returning the same to the Trustee at [      ]
marked for the attention of [       ].


 


	
   

  	
  Yours
  faithfully,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  for
  and on behalf of

  	
   

  
	
   

  	
  Amarin Corporation plc

  	
   

  



 


29

















 


[On copy only:


 


 


To:                              Elan Corporation, plc


 


We acknowledge
receipt of a notice in the terms set out above and confirm that we have not
received notice of any previous assignments or charges of or over any of the
rights, title and interests and benefits referred to in such notice and that we
will comply with the terms of that notice.


 


We further
confirm that no amendment or termination of the Policy of Insurance shall be
effective unless we have given the Trustee thirty days written notice of such
amendment or termination.


 


 


For and on
behalf of
[              ]


 


	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Dated:

  



 


30

















 


SCHEDULE 3


 


ENCUMBRANCES OUTSTANDING


 


[To follow in
accordance with Clause 1.]


 


31

















 


The Company


 


EXECUTED as a
DEED


by AMARIN CORPORATION PLC


 


 


	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  
	
   

  
	
  Elan

  
	
   

  
	
  ELAN CORPORATION, PLC.

  
	
   

  
	
  By:

  



 


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